UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                   FORM 10 QSB

            Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


            For the quarterly period ended           March  31, 2001

            Commission file Number                   000-30007


                            NORTHBOROUGH HOLDINGS, INC.

             (Exact Name of Registrant as Specified in its Charter)


                                   COLORADO
                (State or Other Jurisdiction of Incorporation)



                000-30007                       05-0508624
         (Commission  File  Number)  (I.R.S. Employer Identification Number)



      17 WEST CHEYENNE MOUNTAIN BLVD.
        Colorado Springs, Colorado                       80906
(Address of Principal Executive Offices)               (Zip Code)



                                 (401) 453-6870
              (Registrant's Telephone Number, Including Area Code)

<PAGE>

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                         YES [X]        NO [  ]

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical
date:

Common Stock, $.001 par value - 1,200,000 shares as of March 31, 2001.


<PAGE>

                           FORWARD-LOOKING INFORMATION

THIS FORM 10QSB AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
NORTHBOROUGH HOLDINGS, INC. (THE "COMPANY") OR ITS REPRESENTATIVES CONTAIN
STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
FIFTEEN U.S.C.A. SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996). THOSE STATEMENTS
INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS
OF THE COMPANY AND MEMBERS OF ITS MANAGEMENT TEAM AS WELL AS THE
ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED.

PROSPECTIVE  INVESTORS  ARE  CAUTIONED   THAT   ANY   SUCH  FORWARD-LOOKING
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND
UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY
KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE IN FORWARD-LOOKING  STATEMENTS ARE SET FORTH IN THE SAFE HARBOR COMPLIANCE
STATEMENT FOR FORWARD-LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1 TO THIS
FORM 10QSB AND ARE HEREBY INCORPORATED HEREIN BY REFERENCE. THE COMPANY
UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO
REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES
TO FUTURE OPERATING RESULTS OVER TIME.

----------------------------------------------------------------------------
----------------------------------------------------------------------------

<PAGE> F-1


                           PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
          FINANCIAL STATEMENTS AND EXHIBITS


(a) The following  financial statements of the Company are filed as part of
    this registration statement:

<PAGE>
                          NORTHBOROUGH HOLDINGS, INC.

                                BALANCE SHEET
                               March 31, 2001

                                   ASSETS

Current Assets
    Checking/Savings                    $  7,526.28

Total Current Assets                    $  7,529.28

Fixed Assets                            $158,893.01

Other Assets                            $827,651.40


          TOTAL ASSETS                            $994,070.69


                               LIABILITIES & EQUITY

Liabilities
     Current Liabilities                          0
       Other Current Liabilities
          Escrow deposits                $ 1,146.26
          Accrued Accounts payable         5,957.86
          Sovereign Line of Credit       400,000.00
          Security Deposit                 2,650.00

       Total Other Current Liabilities  $409,754.12

      Total Current Liabilities         $409,754.12

     Long Term Liabilities              $119,305.58

  Total Liabilities                     $529,059.70

  Equity
     Member Contributions                459,454.50
     Retained Earnings                   639,051.32
     Net Income                           16,505.17
  Total Equity                           465,010.99

            Total Liabilities and Equity          $994,070.69

<PAGE>

                       NORTHBOROUGH HOLDINGS, INC.
                              PROFIT & LOSS

                             March 31, 2000
Ordinary Income/Expense
     Income                              $27,791.14

   Total Income                          $27,791.14

     Expense
         Bank Service Charges                 17.04
         Filing Fees                         250.00
         Insurance                         4,622.68
         Interest Expense
             Loan Interest                   418.61
             Mortgage                      2,612.51

         Total Interest Expense         $  3,031.12

         Postage and Delivery                182.82

         Professional Fees
             Legal Fees                    2,657.07

         Total Professional Fees           2,657.07

      Taxes
          Property                      $      0.00

      Total Taxes                       $      0.00

     Total Expense                      $ 11,911.46

  Net Ordinary Income                   $ 15,879.68

  Other Income/Expense
     Other Income
        Interest Income                 $    625.49

     Total Other Income                 $    625.49

  Net Other Income                      $    625.49

            NET INCOME                            $  16,505.17

<PAGE>


                 NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                         DECEMBER 31, 2000 AND 1999



                                                            PAGE

Independent Auditors' Report                                  1

Consolidated Balance Sheets                                   2

Consolidated Statements of Operations                         3

Consolidated Statements of Changes in Equity                  4

Consolidated Statements of Cash Flows                         5


Notes to Consolidated Financial Statements                    6






<PAGE>


                        INDEPENDENT AUDITORS' REPORT


To the Stockholders
Northborough Holdings, Inc. and Subsidiary
Providence, Rhode Island

We have audited the accompanying consolidated balance sheets of Northborough
Holdings, Inc. and Subsidiary as of December 31, 2000 and 1999, and the
related consolidated statements of operations, changes in equity, and cash
flows for the years then ended.  These consolidated financial statements are
the responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall consolidated financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Northborough Holdings, Inc. and Subsidiary as of December 31, 2000 and 1999,
and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.



                                      /s/Rooney, Plotkin & Willey, LLP
                                      ROONEY, PLOTKIN & WILLEY, LLP

February 9, 2001

<PAGE>


                                NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                                         Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                          December 31,
                                                     2000             1999
                                                     -----------      ------
---
<S>                                                  <C>              <C>
                                   ASSETS

Cash                                                 $   50,456       $ 5,910
Notes Receivable (Note 2)                               120,325       108,994
Mortgage Loans and Other
 Receivable, Net (Note 3)                               258,725       436,778
Real Estate Under Operating
 Lease, Net (Notes 4 and 10)                            158,893       164,857
Other Assets (Note 5)                                       300       105,000
                                                    -----------       ---------

Total Assets                                         $  588,699      $821,539
                                                    ===========       ==========

                              LIABILITIES AND EQITY

Liabilities:

  Note Payable, Bank (Note 6)                        $        -      $ 37,000
  Income Taxes Payable (Note 7)                         123,767           250
  Accrued Distributions                                       -       240,000
  Accrued Expenses                                       14,500        15,000
  Long-Term Debt (Note 8)                               122,783       136,682
  Security Deposit                                        2,650         2,650
                                                    -----------       ----------
  Total Liabilities                                     263,700       431,582
                                                    -----------       ----------
Equity: (Note 1A)

  Members' Equity                                             -       389,957
  Common Stock (Note 9)                                   1,200             -
  Additional Paid-In Capital                            132,729             -
  Retained Earnings                                     191,070             -
                                                    -----------       ----------
  Total Equity                                          324,999       389,957
                                                    -----------       ----------
Total Liabilities and Equity                         $  588,699      $821,539
                                                    ===========       ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>


                       NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                         Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                 Years Ended December 31,
                                              2000               1999
                                              -----------        -----------
-
<S>                                           <C>                <C>
Operating Revenues:
  Interest Income                             $  305,204         $  150,492
  Fee Income                                       9,803             31,327
  Gain on Disposition of
    Mortgage Loans                            $  140,689             70,950
                                              -----------        ------------
  Total Operating Revenues                       455,696            252,769

General and Administrative Expenses               73,193             31,036
                                               -----------        ------------
Income from Operations                           382,503            221,733
                                               -----------        ------------

Other Income (Expense):

  Rental Income, Net (Note 10)                    21,011             24,474
  Interest Income                                  5,710              4,529
  Interest on Note Payable, Bank                 (18,415)            (1,984)
                                               -----------        ------------
  Total Other Income                               8,306             27,019
                                               -----------        ------------

Income before Provision for Income Taxes         390,809            248,752

Provision for Income Taxes (Note 7)              123,767                250
                                               -----------        ------------

Net Income                                    $  267,042         $  248,502
                                               ===========        ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


<PAGE>

                    NORTHBOROUGH  HOLDINGS,  INC.  AND  SUBSIDIARY

                     Consolidated Statements of Changes in Equity
<TABLE>
<CAPTION>
                                             Additional
                           Common            Paid-In          Retained       Members'
                           Stock             Capital          Earnings       Equity         Total
                           -----------       -------------    ------------   -----------    ----------
<S>                        <C>               <C>              <C>            <C>            <C>
Balance,
  December 31, 1998        $    -            $    -           $    -         $  481,455     $ 481,455

  Net Income                    -                 -                -            248,502       248,502

  Distributions to Members      -                 -                -           (340,000)     (340,000)
                           -----------       -------------    ------------   ------------   -----------

Balance,
 December 31, 1999               -                 -                -           389,957      389,957

 Net Income, Prior to
   Exchange of Members'
   Equity for Common
   Stock                         -                 -                -            75,972       75,972

 Distributions to Members
   Prior to Exchange             -                 -                -          (332,000)    (332,000)
                           -----------        ------------    ------------   ------------   -----------
   Subtotal Members'
    Equity                       -                 -                -           133,929      133,929

 Exchange of Members'
   Equity for Common
   Stock                        1,200            132,729            -          (133,929)          -

 Net Income, After
   Exchange of Members'
   Equity for Common
   Stock                          -                 -             191,070             -      191,070
                            -----------        ------------    ------------  ------------   -----------

Balance,
 December 31, 2000          $   1,200          $ 132,729       $  191,070    $        -     $324,999
                            ===========        ============    ============  ============   ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


<PAGE>


                      NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                        Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                               Years Ended December 31,
                                             2000             1999
                                             ------------     ------------
<S>                                          <C>              <C>
Operating Activities:

  Net Income                                 $  267,042       $  248,502
                                             ------------     ------------
  Adjustments to Reconcile Net
    Income to Net Cash
   Provided by Operating Activities:
      Depreciation                                5,964            5,996
      Bad Debt Expense                            7,999                -
      Gain on Disposition of Mortgage Loans    (140,689)         (70,950)
  Change In:
    Accrued Expenses                               (500)          15,000
    Income Taxes Payable                        123,517                -
                                             ------------     ------------

      Total Adjustments                         (3,709)          (49,954)
                                             ------------     ------------
Net Cash Provided by Operating Activities      263,333           198,548
                                             ------------     ------------

Investing Activities:

  Notes Receivable                             (75,000)          (70,000)
  Repayments on Notes Receivable                63,669            14,640
  Purchases of Mortgage Loans and Other
    Receivable                                (242,735)         (221,200)
  Repayments Collected on Mortgage Loans        56,372            23,992
  Proceeds on Disposition of Mortgage Loan     497,106           215,950
  Maturity of Certificate of Deposit           100,000                 -
  Other                                          4,700            (4,583)
                                              ------------    ------------
Net Cash Provided by (Used in) Investing
  Activities                                   404,112           (41,201)
                                              ------------    ------------

Financing Activities:

  Proceeds from Issuance of Long-Term
    Debt                                             -           139,000
  Net Repayments on Note Payable, Bank         (37,000)         (193,000)
  Principal Payments on Long-Term Debt         (13,899)           (2,318)
  Distributions to Members                    (572,000)         (100,000)
                                              ------------    ------------
Net Cash Used in Financing Activities         (622,899)         (156,318)
                                              ------------    ------------

Increase in Cash                                44,546             1,029

Cash, Beginning of Year                          5,910             4,881
                                              ------------    ------------

Cash, End of Year                             $ 50,456        $    5,910
                                              ============    ============

Supplemental Disclosures of Cash Flow
 Information:

  Cash Paid During the Year for Interest     $  29,804        $    3,999
                                             ============     ============
</TABLE>

Supplemental Disclosures of Non-Cash Investing and Financial Activities:
 During 2000 the Company issues common stock of $1,200 and recorded additional
 paid-in capital of $132,729 in an exchange for members' equity as part of a
 reorganization of the Company.

  During 1999 the Company declared $240,000 of member distributions which were
  paid in January 2000.


The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>

                 NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         DECEMBER 31, 2000 AND 1999




1.   SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:

     A. ORGANIZATION AND PRINCIPLES OF CONSOLIDATION:

         These consolidated financial statements include Northborough
         Holdings, Inc. (NHI), a Colorado corporation, and its wholly owned
         subsidiary, Northborough Realty Holdings, LLC (NRH), a Rhode Island
         limited liability company.  NHI and NRH are collectively referred
         to as "the Company".  All significant inter-company balances and
         transactions have been eliminated in consolidation.

         NHI was organized on November 20, 1999 to become the holding
         company for NRH.  On March 13, 2000, NHI acquired full ownership of
         NRH in an exchange of common stock and additional paid-in capital
         for members' equity.  During 1999 there was no activity in NHI.
         NRH was organized on May 29, 1996 and terminates no later than May
         29, 2046.

         The Company is principally engaged in the acquisition and
         subsequent sale of distressed financial assets, primarily
         commercial mortgage loans acquired from financial institutions and
         other entities at a discount.  The Company manages these assets by
         collecting payments based on the original terms or renegotiated
         terms, or by foreclosure and liquidation of the collateral.  The
         Company also originates mortgage loans, performs collections
         activity for a fee and operates a rental property acquired in a
         foreclosure transaction.

     B. NOTES RECEIVABLE:

        Notes receivable represent mortgage financing originated by the Company.
        Notes receivable are recorded at the aggregate lower of cost or market
        and are collateralized by commercial property, personal guarantees, and
        other business assets.  Management believes that the value of such
        collateral is in excess of the notes receivable as of December 31, 2000
        and 1999 and therefore, no allowance has been provided.

     C. MORTGAGE LOANS AND OTHER RECEIVABLE, NET:

         Mortgage loans and other receivable represent notes and other financial
         assets acquired at a discount and are recorded at cost.  All
         mortgage loans and the other receivable are collateralized by
         commercial property.  Management believes that the value of such
         collateral is in excess of cost as of December 31, 2000 and 1999
         and therefore, no allowance has been provided.

<PAGE>

                    NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            DECEMBER 31, 2000 AND 1999
                    ------------------------------------------

1.   SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:(Continued)

     D. REAL ESTATE UNDER OPERATING LEASE:

         Real estate acquired through foreclosure is recorded at the fair
         value of the property at the time of the foreclosure auction.  The
         property acquired is primarily used as an income-producing asset.
         Capitalizable improvements to real property are recorded at cost.
         Depreciation is provided using the straight-line method over the
         estimated useful lives of the related assets.

     E. REVENUE RECOGNITION:

         Discount amortization revenue is recognized to the extent payments
         received are earned and is included in operating revenues as
         interest income.  Gain or loss on the disposition of these
         financially distressed assets is calculated based on gross proceeds
         from the sale of the asset or collateral, less the expenses related
         to the sale or foreclosure, less the book value of the asset.

     F. INCOME TAXES:

         The Company's provision for income taxes for 2000 is based on NHI's
         share of the distributive income of NRH.  NRH net income for 2000
         was allocated between the period prior to and subsequent to the
         acquisition of NRH by NHI (see Note 1A) based on the per-share,
         per-day ownership of NRH.  Upon the acquisition of NRH by NHI, NRH
         became disregarded as an entity separate from NHI for income tax
         purposes.  As such, all of the activity of NRH will be reported on
         the income tax return of NHI.

         Prior to the acquisition of NRH by NHI, NRH, by unanimous consent
         of its members, elected to be treated as a partnership for income
         tax purposes and as such was not taxed.  Under subchapter K of the
         Internal Revenue Code each member was taxed separately on their
         distributive share of the Company's income whether or not that
         income was actually distributed.



<PAGE>

                 NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          DECEMBER 31, 2000 AND 1999
                 -------------------------------------------


1.   SUMMARY OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:(Continued)

     G. USE OF ESTIMATES:

         The preparation of consolidated financial statements in conformity
         with generally accepted accounting principles requires management
         to make estimates and assumptions that affect the reported amounts
         of assets and liabilities and disclosure of contingent assets and
         liabilities at the date of the consolidated financial statements
         and the reported amounts of revenues and expenses during the
         reporting period.  Actual amounts could differ from those
         estimates.

     H. RECLASSIFICATIONS:

         Certain reclassifications have been made to the 1999 financial
         statements in order for them to conform to the current year
         presentation.

2.   NOTES RECEIVABLE:

     Notes receivable originated by the Company consist of the following:
<TABLE>

                                                2000                1999
                                                ----                ----
<S>                                             <C>                 <C>
10.00% note receivable of $56,000 due in
monthly principal installments of $467
plus interest from July 1, 1998 to
May 1, 2001.  The note is due in full
June 1, 2001.  Secured by real estate,
personal guarantee and other business
assets.                                           $     41,325      $ 46,994

Note receivable of $50,000 due in monthly
principal installments of $1,000 for
August and September 1999, $2,000 for
October 1999 to January 2000, and $5,000
for February and March 2000, plus accrued
interest.  The note was paid in full in
August 2000.                                                  -       44,000

14.00% note receivable of $20,000 due in
monthly principal installments of $1,000
from November 1, 1999 through June 1, 2001,
plus interest.  Secured by real estate,
other business assets, and a personal
guarantee.                                              4,000         18,000
</TABLE>

2.   NOTES RECEIVABLE: (Continued)
<TABLE>

                                                     2000            1999
<S>                                                  <C>             <C>
16.00% note receivable of $75,000 due in
monthly payments of interest only.  The
remaining principal and interest on the
loan is due in full January 2001.
Secured by real estate, other business
assets, and a personal  guarantee.                     75,000        -
                                                     --------        --------
             Total  Notes Receivable                $ 120,325        $108,994
                                                    --------         --------
</TABLE>

3.  MORTGAGE LOANS AND OTHER RECEIVABLE, NET:

     Mortgage loans and other receivable acquired
     at a discount consist of the following:

                                                      2000           1999
                                                      ----           ----
<TABLE>
<S>                                                   <C>            <C>
Original Principal Amount                             $407,720       $972,394
Unamortized Discount                                  (148,995)      (535,616)
                                                       --------       -------
Mortgage Loans and Other Receivable, Net              $258,725       $436,778
                                                       --------      --------
</TABLE>

     Original loans consist of the following at December 31, 2000:

<TABLE>
                                                      Principal
Unamortized
                                                      Amount
Discount
<S>                                                   <C>            <C>
9.05% mortgage loan, due 1998                         $  191,220     $    635
10.00% mortgage loan, due 2002                           144,261      110,600
10.50% mortgage loan, due 2012                            34,713       24,641
10.50% mortgage loan, due 2002                             7,441        3,034
Other non-interest bearing secured
receivable, due 1995                                      30,085       10,085
                                                       ---------      --------
                    Totals                              $407,720     $148,995
                                                       ---------      --------

</TABLE>

<PAGE>

                  NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         DECEMBER 31, 2000 AND 1999
                  ------------------------------------------


3.   MORTGAGE LOANS AND OTHER RECEIVABLE, NET: (Continued)

     Original loans consist of the following at December 31, 1999:

<TABLE>
                                         Principal    Unamortized
                                         Amount       Discount
                                         ---------    -----------
<S>                                      <C>         <C>
8.30% mortgage loan, due 2008            $ 437,400   $ 266,083
10.50% mortgage loan, due 1989             242,404     187,404
8.00% mortgage loan, due 1996               99,585       9,485
9.05% mortgage loan, due 1998               68,735         635
10.50% mortgage loan, due 2012              40,231      28,559
11.50% mortgage loan, due 1999              32,700      24,700
10.50% mortgage loan, due 2002              21,254       8,665
Other non-interest bearing secured
  receivable, due 1995                      30,085      10,085
                                         ---------   ---------
          Totals                         $ 972,394   $ 535,616
</TABLE>

     The discounts are based on imputed interest rates ranging from  8.00% to
     11.50%.

4.   REAL ESTATE UNDER OPERATING LEASE, NET:

     Real estate under operating lease consists of the following:
<TABLE>
                                                 2000       1999
<S>                                              <C>        <C>
         Land and Improvements                   $  60,075  $  60,075
         Building and Improvements                 114,500    114,500
          Subtotal                                 174,575    174,575
          Less Accumulated Depreciation             15,682      9,718
                                                 ---------  ---------
          Real Estate Under Operating Lease, Net $ 158,893  $ 164,857
                                                 ---------  ---------
</TABLE>

     The Company is a lessor of the above real estate.  See Note 10.

5.   OTHER ASSETS:

     At December 31, 2000 other assets consisted of accrued interest
     receivable of $300.  At December 31, 1999 other assets consisted of a
     $100,000 certificate of deposit and an other deposit of $5,000.  The
     certificate of deposit matured in December 2000.

<PAGE>

                  NORTHBOROUGH HOLDINGS, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          DECEMBER 31, 2000 AND 1999
                  ------------------------------------------

6.   NOTE PAYABLE, BANK:

     The Company has a combined $1,000,000 credit facility consisting of a
     $750,000 ($400,000 in 1999) demand line-of-credit and $250,000
     available on a term loan agreement with a local bank.  Interest on the
     demand line-of-credit is payable monthly and is at the lender's base
     rate, which was 9.50% and 8.50% at December 31, 2000 and 1999,
     respectively.  Interest on the available term loan would be at either
     the  lender's  base rate or at a fixed rate based on the lender's cost
     of funds plus 2.25%.   The credit facility is subject to certain covenant
     provisions including, but not limited to, maintenance of a debt to
     worth ratio and an operating cash flow to debt service ratio.  It is
     secured by all of the assets of the Company and the personal guarantee
     of the stockholders.

7.   PROVISION FOR INCOME TAXES:

     The components of the provision for income taxes are as follows:
<TABLE>
                                        2000                  1999
                                        -----                 ----
<S>                                     <C>                   <C>
Current:
   Federal                              $    95,141           $   -
   State                                     28,626             250
                                        -----------           ------
    Total Provision for Income Taxes     $  123,767           $ 250
                                        -----------           ------
</TABLE>

8.   LONG-TERM DEBT:

     Long-term debt consists of an 8.59% mortgage note payable to a local
     bank.  The mortgage is due in monthly principal installments of $1,159
     plus interest.  A final installment of principal and interest is due
     September 30, 2004.  The mortgage includes certain covenant provisions
     including, but not limited to, maintenance of the property, insurance
     coverage and the maintenance of an operating cash flow to debt service
     ratio.   Interest  expense  on  all  debt  was  $29,804 and $3,999 at
     December 31, 2000 and 1999, respectively.  The mortgage note payable
     matures as follows:

         Year ending December 31,
                 2001                                  $   13,908
                 2002                                      13,908
                 2003                                      13,908
                 2004                                      81,059
                                                       ----------
                                                       $  122,783
                                                       ----------
<PAGE>

                   NORTHBOROUGH HOLDINGS, INC. AND SUBSIDAIRY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999
                   ------------------------------------------

 1.   Capital Stock:

     The capital stock of the Company at December 31, 2000 and 1999 is as
     follows:

<TABLE>
                                                2000            1999
<S>                                             <C>             <C>
Common Stock, $.001 Par Value
    Authorized Shares                           50,000,000      50,000,000
    Issued and Outstanding Shares                1,200,000               -

Series A Convertible Preferred Stock,
 $.001 Par Value
    Authorized Shares                           50,000,000      50,000,000
    Issued and Outstanding Shares                        -               -

</TABLE>

The common stock and preferred stock are identical in all respects
except for certain rights held by preferred stockholders in regard to
any voluntary or involuntary liquidation, dissolution, or winding-up of
the Company.

10. RENTAL INCOME:

     The Company leases its land, building and improvements (see Note 4)
     under an operating lease.  The initial five-year term of the lease
     expires December 31, 2002.  The lease is renewable, at the lessee's
     option, for one additional five-year term.  The base monthly rent was
     $3,050 and $2,850 for 2000 and 1999, respectively, and it increases
     $200 per year during the initial lease term.  Rental income for the
     years ended December 31, 2000 and 1999 was $44,577 and $42,723,
     respectively and is presented net of depreciation, property taxes,
     mortgage interest (see Note 8), and repair and maintenance charges.
     The initial lease term includes a provision for additional rent based
     on the cost of land improvements incurred by the Company.

     Future minimum rental receipts under this operating lease are as
     follows:

         Year ending December 31,
            2001                                  $ 46,654
            2002                                    49,054


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
         PLAN OF OPERATION

    1.    PLAN OF OPERATION FOR THE NEXT 12 MONTHS


             The plan of operation for the next twelve months  is to engage
in  those  activities  described  in  Item  1 under the BUSINESS OF COMPANY
section. The corporate policy regarding these  activities  will  be  formed
through a generation of ideas and direction from a Board of Directors.  The
day-to-day   operations  and  decisions  will  be  delegated  to  a  senior
management team  directed  by  a  chief  executive officer with counsel and
implementation from experienced officers.  The four primary officers of the
Company who will be responsible for the day-to-day  implementation  of  the
corporate  policy  and  direction will be James R. Simmons, Scott B. Adams,
Richard Nadeau, Jr. and Kevin  Gillis.  All  four  were founding members of
Realty.  Realty  has  been  in  the  business of acquiring  defaulted  loan
obligations from financial institutions  and  collecting  said  obligations
through negotiation or foreclosure on the collateral securing the loan. Its
emphasis  has been on purchasing individual assets from New England  banks.
These assets  are  generally smaller loans ($150,000 to $300,000) which are
ripe for immediate restructure  or  conversion to foreclosure or refinance.
The Company's success will largely be  driven  by  the proven experience of
its management who have already demonstrated the viability of the Company's
business plan through the experiences of Realty. The  collective  practical
experience  of this group in the areas of business the Company will  engage
in is important  in  the  operations of the Company. Each brings a specific
set of skills and knowledge  that include commercial banking, loan workout,
real  estate,  environmental liability  and  law.  These  individuals  have
already developed  the  necessary contacts and demonstrated their abilities
with major financial institutions  such  that  they  are  now  called  on a
regular basis to acquire individual or bulk sale assets. The principals are
critical  as there is truly a "barrier of entry" into the Asset acquisition
business which  has already been bridged by this group. Further, management
has developed a system  of  performing  due diligence on these assets and a
proven formula for successful bidding. Realty  has earned over $1.4 million
net profit on an original capital investment of  $300,000  in its three and
one-half  (3.5)  years  of operation, having experienced average  rates  of
return on equity of over  fifty  percent  (50%). Realty has also identified
and  acquired  medium  and  long-term  "performing" assets   at  significant
discounts which provide ongoing cash flow. These asset are typically  loans
which  had  historic  payment defaults, but which Realty has resurrected by
restructuring  the  payment   provisions  or  convincing  the  borrower  to
reinstate to avoid lose of the collateral.


<PAGE>
    2. NEED FOR ADDITIONAL FINANCING


        No  commitments to provide  additional  funds  have  been  made  by
management or  other  stockholders.  Accordingly, there can be no assurance
that any additional funds will be available  to  the Company to allow it to
cover  its  expenses.  However, given its current operations  and  extended
business plan, the Company  has  sufficient  cash  flow  and line of credit
availability  to  continue  to  execute  the business plan of the  Company.
However,  the  proposed  rate  of growth and financial  projections  assume
raising $3,000,000 through the issuance  and  sale of convertible preferred
equity  in  the  Company.  If such capital is not raised  through  such  an
offering, the Company's growth  proportions  may  not  be met. Nonetheless,
Realty  would  still  have  sufficient cash flow and debit availability  to
continue along its historical operational history.


    3. NEW ACCOUNTING PRONOUNCEMENTS


        Statement of Financial  Accounting  Standards  No. 121, "Accounting
for  the Impairment of Long-Lived Assets and for Long-Lived  Assets  to  be
Disposed  of"  ("SFAS  121") issued by the FASB, is effective for financial
statements for fiscal years beginning after December 15, 1995. The standard
establishes new guidelines  regarding  when impairment losses on long-lived
assets, which include plant and equipment,  certain identifiable intangible
assets, and goodwill, should be recognized and how impairment losses should
be measured.

        The Company does not expect adoption  to  have a material effect on
its financial position or results of operations.

        Statement of Financial Accounting Standards  No.  123,  "Accounting
for Stock-Based Compensation" ("SFAS 123") issued by the FASB, is effective
for  specific  transactions  entered  into  after  December  15,  1995. The
disclosure  requirements of SFAS 123 are effective for financial statements
for fiscal years  beginning  no  later  than  December  15,  1995.  The new
standard  established  a  fair  value  method of accounting for stock-based
compensation plans and for transactions  in  which an entity acquires goods
or  services  from non-employees in exchange for  equity  instruments.  The
Company does not expect adoption to have a material effect on its financial
position or results of operations.

CAUTIONARY STATEMENT

This Quarterly Report  on  Form 10-QSB contains statements relating to
future results of the Company (including  certain  projections and business
trends) that are "forward-looking statements" as defined  in  the  Private
Securities Litigation  Reform  Act  of  1995.  Actual  results  may differ
materially from those  projected  as  a  result  of  certain  risks  and
uncertainties,  including  but  not  limited  to  changes  in political and
economic  conditions;  domestic and foreign government spending,  budgetary
and  trade  policies; Asset  performance,  successful  development  of  new
business lines,  and  competition as well as other risks and uncertainties,
including but not limited  to those described above in the discussion under
RISK FACTORS, and those detailed  from  time  to time in the filings of the
Company with the Securities and Exchange Commission.

<PAGE>

                          PART II  OTHER INFORMATION

ITEM 1.  Legal Proceedings

          Neither the Registrant nor any of its affiliates are a
          party, nor is any of their property subject, to material
          pending legal proceedings or material proceedings known
          to be contemplated by governmental authorities.

ITEM 2.  Changes in Securities

          None

ITEM 3.  Defaults Upon Senior Securities

          None

ITEM 4.  Submission of Matters to a Vote of Security Holders

          None

ITEM 5.  Other Information

          None

ITEM 6.  Exhibits and Reports on Form 8 K

         a.  Exhibits

             Exhibit 27. Financial Data Schedule

         b.  Reports on Form 8 K

             None

<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT      NO      DESCRIPTION

<S>          <C>     <C>


#            3.1    Articles  of Incorporation  of  the  Registrant,  as
                    amended;

#            3.2    Bylaws of the Registrant;

#            4.1    Instruments Defining Rights of Security Holders/Minutes of
                    Annual/Special Meetings of the Registrant;

#            10.1   Issuance of Restricted Shares from Authorized Shares;

#            23.1   Consent of Nadeau & Simmons, P.C.;

x            27     Financial Data Schedule

x            99.1   Safe Harbor Compliance Statement

_______________________
x     Filed herewith.

#       Incorporated   by  reference  from  the  Registrant's  Registration
Statement filed on Form 10-SB on or about April 14, 2000.


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           NORTHBOROUGH HOLDINGS, INC.

                                           /s/ Nadeau & Simmons, P.C.

DATE: July __, 2000                        By: NADEAU & SIMMONS, P.C.
                                           Title: Filing Agent








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